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Independent Subcontractor Agreement
"I need an Independent Subcontractor Agreement for a software development project where we'll be engaging a freelance developer for 6 months starting January 2025, with strict IP protection and confidentiality requirements."
1. Parties: Identifies the contracting parties, including full legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the subcontractor
5. Payment Terms: Compensation, payment schedule, and invoicing requirements
6. Term and Termination: Duration of agreement and conditions for termination
7. Independent Contractor Status: Explicitly establishes nature of relationship and contractor's independence
8. Representations and Warranties: Basic assurances from both parties
9. Governing Law: Specifies jurisdiction and applicable laws
1. Intellectual Property Rights: Ownership and rights to work product - include when creative or technical work is involved
2. Non-Compete: Restrictions on competing activities - include when protecting business interests is crucial
3. Insurance Requirements: Specific insurance coverage requirements - include when work involves significant risks or liability
4. Confidentiality: Protection of sensitive information - include when proprietary information will be shared
5. Equipment and Materials: Provisions regarding tools and resources - include when specific equipment or materials are required
1. Schedule A - Scope of Work: Detailed description of services, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of rates and payment terms
3. Schedule C - Insurance Requirements: Specific insurance coverage requirements and limits
4. Schedule D - Required Qualifications: List of required certifications, licenses, or qualifications
5. Schedule E - Service Level Agreement: Performance metrics and standards
Authors
Services
Deliverables
Effective Date
Term
Fee(s)
Payment Schedule
Confidential Information
Intellectual Property
Work Product
Project
Primary Contractor
Subcontractor
Client
Representatives
Force Majeure
Material Breach
Applicable Laws
Business Day
Notice
Change Order
Specifications
Statement of Work
Term
Territory
Professional Standards
Governing Law
Liability
Indemnification
Termination Date
Payment Terms
Independent Contractor Status
Term and Termination
Representations and Warranties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Indemnification
Insurance
Liability
Force Majeure
Assignment
Subcontracting
Notice
Amendments
Dispute Resolution
Governing Law
Compliance with Laws
Health and Safety
Equipment and Materials
Quality Standards
Performance Standards
Reporting Requirements
Audit Rights
Data Protection
Severability
Entire Agreement
Waiver
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